FOURTH AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

          This
Fourth Amendment to Loan and Security Agreement is entered into as of July 2,
2002 (the “Amendment”), by and between COMERICA BANK-CALIFORNIA (“Bank”) and
MAXWELL TECHNOLOGIES, INC., MAXWELL ELECTRONIC COMPONENTS GROUP, INC.,
I-BUS/PHOENIX, INC., PUREPULSE TECHNOLOGIES, INC., and MML ACQUISITION CORP.
(individually, a “Borrower” and collectively, the “Borrowers”).

RECITALS

          Borrowers
and Bank are parties to that certain Loan and Security Agreement dated as of
February 26, 2001, as amended from time to time, including but not limited
to by that certain Amendment to Loan and Security Agreement dated as of May 25,
2001, that certain Second Amendment to Loan and Security Agreement dated as of
June 18, 2001, and that certain Third Amendment to Loan and Security Agreement
dated as of December 21, 2001 (collectively, the “Agreement”).  The parties desire to amend the Agreement in
accordance with the terms of this Amendment.

          Borrower
has entered into an agreement (the “Purchase Agreement”) with Montena
Components Ltd. (“Montena”) pursuant to which, among other things, Borrower
will acquire the issued and outstanding stock of Montena (the “Montena Stock”)
for 2,550,000 shares of Borrower’s common stock, all as more particularly
described in the Purchase Agreement. 
Borrower has requested that Bank permit the consummation by the
Borrower of the Purchase Agreement, and Bank has agreed to the same
provided Borrower agrees to the terms of this Amendment.

          NOW,
THEREFORE, the parties agree as follows:

	
   
	
  1.
	
  Section 6.9 of the Agreement hereby is amended in
  its entirety as follows:

	
   
	
   
	
   

	
   
	
   
	
  “6.9     Cash-Total Bank
  Obligations.  Borrowers shall at
  all times through August 15, 2002 maintain a ratio of Cash (defined as cash
  and cash equivalents held at Bank, Comerica Securities, and Munder Capital)
  to total Obligations owing Bank of at least 1.50 to 1.00.  Borrowers shall at all times from and
  after August 16, 2002 and through September 30, 2002, maintain a ratio of
  Cash (defined as cash and cash equivalents held at Bank, Comerica Securities,
  and Munder Capital) to total Obligations owing Bank of at least 2.00 to
  1.00.”

	
   
	
   
	
   

	
   
	
  2.
	
  Section 6.10 of the Agreement hereby is amended in
  its entirety as follows:

	
   
	
   
	
   

	
   
	
   
	
  “6.10     Tangible Net
  Worth.  Borrowers shall at all
  times through August 15, 2002 maintain a Tangible Net Worth of not less than
  Forty Two Million Dollars ($42,000,000). 
  Borrowers shall at all times from and after August 16, 2002 and through
  September 30, 2002, maintain a Tangible Net Worth of not less than Forty
  Eight Million Dollars ($48,000,000).”



          3.         Bank
consents to the execution and performance by Borrower of the Purchase
Agreement.  Specifically, Bank waives
Section 7.3 of the Agreement only to the extent such section otherwise
prohibits the Purchase Agreement and or the transactions contemplated thereby.

          4.         Exhibit
D to the Agreement hereby is replaced with Exhibit D hereto.

          5.         Unless
otherwise defined, all initially capitalized terms in this Amendment shall be
as defined in the Agreement.  The
Agreement, as amended hereby, shall be and remain in full force and effect in accordance
with its respective terms and hereby is ratified and confirmed in all
respects.  Except as expressly set forth
herein, the execution, delivery, and performance of this Amendment shall
not operate as a waiver of, or as an amendment 






of, any right, power, or
remedy of Bank under the Agreement, as in effect prior to the date hereof.  Each Borrower ratifies and reaffirms the
continuing effectiveness of all promissory notes, guaranties, security
agreements, mortgages, deeds of trust, environmental agreements, and all other
instruments, documents and agreements entered into in connection with the
Agreement.

          6.          Each
Borrower represents and warrants that the representations and warranties
contained in the Agreement are true and correct as of the date of this
Amendment, and that no Event of Default has occurred and is continuing.

          7.          This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one instrument.

          8.          As
a condition to the effectiveness of this Amendment, Bank shall have received,
in form and substance satisfactory to Bank, the following:

          (a)         This
Amendment, duly executed by the Borrowers;

          (b)         The
certificate for the Shares of Montena Stock, accompanied by an instrument of
assignment duly executed in blank by the appropriate Borrower, in the forms
attached hereto;

          (c)         An
amount equal to all Bank Expenses incurred to date; and

          (d)         Such
other documents, and completion of such other matters, as Bank may reasonably
deem necessary or appropriate.

          IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the first
date above written.

	
   
	
  MAXWELL TECHNOLOGIES, INC.
	
   

	
   
	
   
	
   

	
   
	
  By: /s/ Donald M. Roberts
	
   

	
   
	
   
	
  


  	
   

	
   
	
   
	
   

	
   
	
  Title: Vice President
	
   

	
   
	
   
	
   

  	
   

	
   
	
   
	
   

	
   
	
  MAXWELL ELECTRONIC COMPONENTS GROUP,

  INC. 

	
   
	
   
	
   

	
   
	
  By: /s/ Donald M. Roberts
	
   

	
   
	
   
	
  


  	
   

	
   
	
   
	
   

	
   
	
  Title: Vice President
	
   

	
   
	
   
	
   

  	
   

	
   
	
   
	
   

	
   
	
  I-BUS/PHOENIX, INC.
	
   

	
   
	
   
	
   

	
   
	
  By: /s/ Donald M. Roberts
	
   

	
   
	
   
	
  


  	
   

	
   
	
   
	
   

	
   
	
  Title: Vice President
	
   

	
   
	
   
	
   

  	
   

						


2








	
   
	
  PUREPULSE TECHNOLOGIES, INC.
	
   

	
   
	
   
	
   

	
   
	
  By: /s/ Donald M. Roberts
	
   

	
   
	
   
	
  


  	
   

	
   
	
   
	
   

	
   
	
  Title: Vice President
	
   

	
   
	
   
	
   

  	
   

	
   
	
   
	
   

	
   
	
  MML ACQUISITION CORP. 
	
   

	
   
	
   
	
   

	
   
	
  By: /s/ Donald M. Roberts
	
   

	
   
	
   
	
  


  	
   

	
   
	
   
	
   

	
   
	
  Title: Vice President
	
   

	
   
	
   
	
   

  	
   

	
   
	
   
	
   

	
   
	
  COMERICA BANK-CALIFORNIA
	
   

	
   
	
   
	
   

	
   
	
  By: /s/ [Illegible]
	
   

	
   
	
   
	
  


  	
   

	
   
	
   
	
   

	
   
	
  Title: Vice President
	
   

	
   
	
   
	
   

  	
   

						


3






EXHIBIT D

COMPLIANCE CERTIFICATE

	
  TO:

  	
  COMERICA BANK-CALIFORNIA

	
   
	
   

	
  FROM:
	
  MAXWELL TECHNOLOGIES, INC., MAXWELL ELECTRONIC
  COMPONENTS GROUP, INC., I-BUS/PHOENIX, INC., PUREPULSE TECHNOLOGIES,
  INC., MAXWELL TECHNOLOGIES SYSTEMS DIVISION, INC., MML ACQUISITION CORP.



          The
undersigned authorized officer of MAXWELL TECHNOLOGIES, INC. (“Parent”) on
behalf of Parent and MAXWELL ELECTRONIC COMPONENTS GROUP, INC., I-BUS/PHOENIX,
INC., PUREPULSE TECHNOLOGIES, INC., MAXWELL TECHNOLOGIES SYSTEMS DIVISION,
INC., MML ACQUISITION CORP. (collectively, “Borrowers”) hereby certifies that
in accordance with the terms and conditions of the Loan and Security Agreement
between Borrowers and Bank (the “Agreement”), (i) Borrower(s) are in
complete compliance for the period ending ___________________ with all required
covenants except as noted below and (ii) all representations and warranties of
Borrowers stated in the Agreement are true and correct in all material respects
as of the date hereof.  Attached
herewith are the required documents supporting the above certification.  The Officer further certifies that these are
prepared in accordance with Generally Accepted Accounting Principles (GAAP) and
are consistently applied from one period to the next except as explained in an
accompanying letter or footnotes.

	
   
	
  Please indicate compliance status by circling Yes/No under
  “Complies” column.





	
   
	
  Reporting Covenant
	
   
	
  Required
	
   
	
  Complies

	
   
	
  


  	
   
	
  


  	
   
	
  


  
	
   
	
   

  	
   
	
   


  	
   
	
   


  
	
   
	
  Monthly financial
  statements
	
   
	
  Monthly within 30 days
	
   
	
  Yes
	
  No

	
   
	
  Quarterly financial
  statements
	
   
	
  Quarterly within 45 days
	
   
	
  Yes
	
  No

	
   
	
  Annual (CPA Audited)
	
   
	
  FYE within 90 days
	
   
	
  Yes
	
  No

	
   
	
  10K & 10Q
	
   
	
  within 5 days of filing
	
   
	
  Yes
	
  No

	
   
	
  A/R & A/P Agings
	
   
	
  Quarterly beginning
  12/31/02 within 45 days
	
   
	
  Yes
	
  No

	
   
	
  A/R Audit
	
   
	
  Initial and Annual
	
   
	
  Yes
	
  No

	
   
	
  IP Report
	
   
	
  Within 30 days of 2/1 and
  8/1
	
   
	
  Yes
	
  No



	
   
	
  Financial Covenant
	
   
	
  Required
	
   
	
  Actual
	
   
	
  Complies

	
   
	
  


  	
   
	
  


  	
   
	
  


  	
   
	
  


  
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  Maintain on a Quarterly
  Basis:
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  Minimum Quick Ratio
  (beginning 12/31/02)
	
   
	
  1.35:1.00
	
   
	
  _____:1.00
	
   
	
  Yes
	
  No

	
   
	
   
	
  Minimum Cash to Bank Debt
  (through 8/15/02; monitored continuously)
	
   
	
  1.50:1.00
	
   
	
  _____:1.00
	
   
	
  Yes
	
  No

	
   
	
   
	
  Minimum Cash to Bank Debt
  (from 8/16/02 through 9/30/02; monitored monthly)
	
   
	
  2.00:1.00
	
   
	
  _____:1.00
	
   
	
  Yes
	
  No

	
   
	
   
	
  Minimum Tangible Net Worth
  (through 8/15/02; monitored continuously)
	
   
	
  $ 42,000,000
	
   
	
  $ _______
	
   
	
  Yes
	
  No

	
   
	
   
	
  Minimum Tangible Net Worth
  (from 8/16/02 through 9/30/02; monitored monthly)
	
   
	
  $ 48,000,000
	
   
	
  $ _______
	
   
	
  Yes
	
  No

	
   
	
   
	
  Fixed Charge Coverage Ratio
	
   
	
  2.00:1.00
	
   
	
  _____:1.00
	
   
	
  Yes
	
  No





	
  Comments Regarding Exceptions:  See
  Attached.

  	
   
	
  BANK USE ONLY

  	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
  Received by: 

  	
   

	
   
	
   
	
   
	
  


  	
   

	
  Sincerely,
	
   
	
                                     AUTHORIZED
  SIGNER
	
   

	
   
	
   
	
  Date: 
	
   

	
   
	
   
	
   
	
  


  	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
  Verified: 
	
   

	
  


  	
   
	
   
	
  


  	
   

	
  SIGNATURE
	
   
	
                                     AUTHORIZED
  SIGNER
	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
  Date: 
	
   

	
  


  	
   
	
   
	
  


  	
   

								


	
  TITLE

  	
   
	
   
	
   
	
   

	
   
	
   
	
  Compliance Status
	
            Yes
	
            No
	
   

	
  DATE
	
   
	
   
	
   
	
   

	
   
	
  


  	
   
	
   
	
   
	
   

								



1







ASSIGNMENT SEPARATE FROM CERTIFICATE

          FOR
VALUE RECEIVED the undersigned does hereby sell, assign and transfer unto
___________________________________________________________________________
___________________________________ (______________) shares of the Capital
Stock of 

Montena Components Ltd.
standing in the undersigned’s name on the books of said corporation represented
by Certificate No._______________ herewith and does hereby irrevocably
constitute and appoint _____________________________ attorney-in-fact to
transfer the said stock on the books of said corporation with full power of
substitution in the premises.

	
  Dated: July 2, 2002
	
  MAXWELL TECHNOLOGIES, INC.
	
   

	
   
	
   
	
   

	
   
	
  By: /s/ Donald M. Roberts
	
   

	
   
	
   
	
  


  	
   

	
   
	
  Printed Name: Donald M. Roberts
	
   

	
   
	
   
	
   


  	
   

	
   
	
  Title: Vice President
	
   

	
   
	
   
	
   


  	
   

						









ASSIGNMENT SEPARATE
FROM CERTIFICATE

          FOR VALUE
RECEIVED the undersigned does hereby sell, assign and transfer unto
___________________________________________________________________________
___________________________________ (______________) shares of the Capital
Stock of 

Montena Components Ltd. standing in the undersigned’s name on the books
of said corporation represented by Certificate No._______________ herewith and
does hereby irrevocably constitute and appoint _____________________________
attorney-in-fact to transfer the said stock on the books of said corporation
with full power of substitution in the premises.

	
  Dated: July
  2, 2002
	
  MAXWELL
  TECHNOLOGIES, INC.
	
   

	
   
	
   
	
   

	
   
	
  By: /s/
  Donald M. Roberts
	
   

	
   
	
   
	
  

  	
   

	
   
	
  Printed
  Name: Donald M. Roberts
	
   

	
   
	
   
	
   

  	
   

	
   
	
  Title: Vice
  President
	
   

	
   
	
   
	
   


  	
   

						









RECEIPT

                    The
undersigned, Comerica Bank-California, acknowledges receipt of the original
certificate number 000001 representing 99,995 shares of the capital stock of
Montena Components issued in the name of Maxwell Technologies, Inc. and dated
July 1, 2002. This certificate is being held under the terms of that certain
Loan and Security Agreement dated as of February 26, 2001, as amended by the
First through Fourth Amendments thereto.

	
   
	
  Comerica
  Bank-California
	
   

	
   
	
   
	
   

	
  Date  7/24/02
	
   
	
   

	
   
	
   


  	
   
	
  By
  [illegible]
	
   

	
   
	
   
	
  


  	
   

	
   
	
  Title Vice
  President